UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2023
 
Rithm Capital Corp.
(Exact name of registrant as specified in its charter)


 
Delaware
  
 
(State or other jurisdiction of incorporation)
  
001-35777
  
45-3449660
(Commission File Number)
  
(IRS Employer Identification No.)
     
799 Broadway
New York, New York
  
 
10003
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code (212) 850-7770

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:
Trading Symbol:
Name of each exchange on which registered:
Common Stock, $0.01 par value per share
RITM
New York Stock Exchange
7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
RITM PR A
New York Stock Exchange
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
RITM PR B
New York Stock Exchange
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
RITM PR C
New York Stock Exchange
7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
RITM PR D
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act    ☐



Item 1.01.          Entry Into a Material Definitive Agreement.
 
Merger Agreement Amendment
 
As previously disclosed, on July 23, 2023, Rithm Capital Corp. (“Rithm”) entered into an Agreement and Plan of Merger (including the schedules and exhibits thereto, the “Merger Agreement”), by and among Rithm, Sculptor Capital Management, Inc., a Delaware corporation (“Sculptor”), Sculptor Capital LP, a Delaware limited partnership and subsidiary of Sculptor (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and subsidiary of Sculptor (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and subsidiary of Sculptor (“Advisors II LP” and, collectively with Capital LP and Advisors LP, the “Operating Partnerships” and each an “Operating Partnership”), Calder Sub, Inc., a Delaware corporation and subsidiary of Rithm (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub III” and, collectively with Merger Sub I, Merger Sub II and Merger Sub Inc., the “Merger Subs”). The Merger Agreement provides for, among other things, upon the terms and subject to the conditions set forth therein, (i) the merger of Merger Sub Inc. with and into Sculptor, with Sculptor surviving such merger as the surviving corporation (the “Public Merger”), (ii) the merger of Merger Sub I with and into Capital LP, with Capital LP surviving such merger as the surviving partnership (“LP Merger I”), (iii) the merger of Merger Sub II with and into Advisors LP, with Advisors LP surviving such merger as the surviving partnership (“LP Merger II”), and (iv) the merger of Merger Sub III with and into Advisors II LP, with Advisors II LP surviving such merger as the surviving partnership (“LP Merger III” and, collectively with LP Merger I and LP Merger II, the “LP Mergers,” and the LP Mergers, collectively with the Public Merger, the “Mergers” and collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”).
 
On October 12, 2023, Rithm, Merger Subs, Sculptor and the Operating Partnerships entered into Amendment No. 1 to the Merger Agreement (the “Amendment”).
 
Effect of Public Merger on Capital Stock
 
Under the terms of the Amendment, Rithm, the Merger Subs, Sculptor and the Operating Partnerships have agreed, on the terms and subject to the conditions set forth in the Merger Agreement (as amended by the Amendment), to increase the Public Merger Consideration (as defined below) to be paid by Rithm for the Class A Common Stock, $0.01 par value per share, of Sculptor (“Company Class A Common Stock”, and together with each share of Class B common stock, $0.01 par value per share, of Sculptor, the “Sculptor Common Stock”), from the dollar amount of $11.15 per share of Company Class A Common Stock, without interest, to the dollar amount of $12.00 per share of Company Class A Common Stock, without interest (the “Public Merger Consideration”).
 
Effect of LP Mergers on Operating Partnership Units
 
Under the terms of the Amendment, Rithm, the Merger Subs, Sculptor and the Operating Partnerships have agreed, on the terms and subject to the conditions set forth in the Merger Agreement (as amended by the Amendment), to increase the LP Merger Consideration (as defined below) to provide that each holder of Operating Partnership units is entitled to receive an amount in cash equal to the applicable per-unit amount that a holder of such unit of the applicable Operating Partnership is entitled to receive in a liquidity event pursuant to the terms of each of the limited partnership agreements of the Operating Partnerships (where the aggregate amount payable by the Operating Partnerships is $173,104,681, instead of $167,367,690 in the original Merger Agreement), payable to the holder thereof, without interest (the “LP Merger Consideration”). The LP Merger Consideration equates to approximately $7.13, instead of approximately $6.90 in the original Merger Agreement, for each Class A common unit of the Operating Partnerships (the “LP Class A Units”) and Class A-1 common unit of the Operating Partnerships (the “LP Class A-1 Units”) and, consistent with the original Merger Agreement, $0 for each Class E common unit of the Operating Partnerships, Class P common unit of the Operating Partnerships and Class P-4 common unit of the Operating Partnerships.
 

No Rollover; Amendments to Closing Conditions
 
Under the terms of the Amendment, the provisions of the original Merger Agreement relating to a potential opportunity for holders of LP Class A Units and LP Class A-1 Units to enter into a rollover agreement (the “Potential Rollover”) have been removed from the Merger Agreement. As a result, all holders of LP Class A Units and LP Class A-1 Units will receive the consideration described above under “Effect of LP Mergers on Operating Partnership Units” at the effective time of the LP Mergers. In connection with (i) the removal of the Potential Rollover and (ii) the other transactions contemplated by the Amendment, the Amendment amends the Merger Agreement to remove the condition relating to the approval of the Transactions by the affirmative vote of the holders representing at least a majority of the aggregate voting power of the outstanding shares of Company Class A Common Stock owned by the Non-Unitholder Stockholders (as defined in the Merger Agreement) and that are entitled to vote thereon. The Merger Agreement continues to be subject to the condition requiring approval of the Transactions by the requisite vote of Sculptor’s stockholders (the “Company Stockholder Approval”).
 
Termination Fee; Expense Reimbursement
 
Additionally, the Amendment increases the termination fee payable by Sculptor to Rithm in certain circumstances pursuant to the Merger Agreement (the “Company Termination Fee”). Under the terms of the Amendment, the Company Termination Fee has been increased from the dollar amount of $16,576,819 to the dollar amount of $20,307,196 (net any payment of Rithm expenses). The Amendment also increases the cap on the amount of Rithm expenses that Sculptor is required to reimburse in certain circumstances from the dollar amount of $5,100,560 to the dollar amount of $5,415,252.
 
Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by Rithm on July 24, 2023 (the “Previous 8-K”), remains in full force and effect as originally executed on July 23, 2023. The foregoing description of the Merger Agreement, the Amendment, the Mergers and the other Transactions is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Previous 8-K and is incorporated herein by reference, and the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The Amendment has been attached to provide investors with information regarding its terms. Further, the Amendment should not be read alone but instead in conjunction with the Merger Agreement which it amends and with the other information regarding the Merger Agreement, the Transactions, Rithm, Sculptor, their respective affiliates and their respective businesses that is contained in, or incorporated by reference into, the proxy statement that has been filed with the SEC by Sculptor in connection with the Transactions, as amended or supplemented from time to time, as well as in the definitive proxy statement, Forms 10-K, Forms 10-Q and other filings that Rithm or Sculptor files or furnishes with the SEC.
 
References to the Merger Agreement from and after the entry into the Amendment on October 12, 2023 refer to the Merger Agreement as amended by the Amendment.
 
Item 7.01          Regulation FD Disclosure
 
On October 12, 2023, Rithm and Sculptor issued a joint press release in connection with the Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and the information contained therein is incorporated by reference into this Item 7.01.
 
The information contained in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, such information will not be incorporated by reference into any filing filed by Rithm under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report on Form 8-K with respect to the press release is not intended to, and does not, constitute a determination or admission by Rithm that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Rithm.
 

Item 8.01          Other Events
 
On October 12, 2023, Rithm entered into a purchase agreement (the “Warrant Purchase Agreement”) with Delaware Life Insurance Company (the “Warrant Holder”), as the holder of Sculptor’s outstanding warrants to purchase an aggregate of 4,338,015 shares of Company Class A Common Stock (the “Company Warrants”), pursuant to which Rithm agreed to purchase the Company Warrants from the Warrant Holder (the “Warrant Purchase”). Each of the parties have agreed to cover their own expenses in connection with the Warrant Purchase. The Warrant Purchase is expected to close on October 12, 2023. Pursuant to the Warrant Purchase Agreement, Rithm also agreed to pay certain additional amounts to the Warrant Holder in the event that Sculptor is acquired within 270 days of the closing of the Warrant Purchase.
 
Rithm expects to deliver to Sculptor an exercise notice pursuant to the terms of the Company Warrants for the full 4,338,015 shares of Company Class A Common Stock thereunder following the closing of the Warrant Purchase.
 
          Forward-Looking Statements
 
Certain information in this Current Report on Form 8-K and the exhibits hereto may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Transactions and the closing of the Warrant Purchase and related exercise of the Company Warrants. All statements, other than statements of current or historical fact, contained in this Current Report on Form 8-K may be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “may,” “should,” “could,” “estimate,” “intend” (or the negative of these terms) and other similar expressions are intended to identify forward-looking statements. These statements are not historical facts. They represent management’s current expectations regarding future events and are subject to a number of trends and uncertainties, many of which are beyond Rithm’s control, which could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report on Form 8-K. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Cautionary Statements Regarding Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Rithm’s and Sculptor’s most recent annual and quarterly reports and other filings filed with the SEC, which are available on both companies’ websites (www.rithmcap.com and www.sculptor.com).
 
Factors which could have a material adverse effect on Rithm’s and Sculptor’s operations and future prospects include, but are not limited to, the following risks relating to the Transactions, including in respect of the satisfaction of closing conditions to the Transactions on a timely basis or at all, including the ability to obtain the Company Stockholder Approval; unanticipated difficulties and/or expenditures relating to the Transactions and any related financing; uncertainties as to the timing of the Transactions; litigation related to, or other challenges to, the Transactions; the impact of the Transactions on each company’s business operations (including the threatened or actual loss of employees, clients or suppliers); the inability to obtain, or delays in obtaining cost savings and synergies from the Transactions; incurrence of unexpected costs and expenses in connection with the Transactions; risks related to changes in the financial, equity and debt markets; and risks related to political, economic and market conditions. In addition, the risks to which Sculptor’s business is subject, including those risks described in Sculptor’s periodic reports filed with the SEC, could adversely affect the Transactions and, following the completion of the Transactions, our operations and future prospects.
 
New risks and uncertainties emerge from time to time, and it is not possible for Rithm to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K, and Rithm expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Rithm’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
 
Item 9.01.          Financial Statements and Exhibits.
 
(d) Exhibits.
 

Exhibit Number
  
Description
 
Amendment No. 1 to Agreement and Plan of Merger, dated as of October 12, 2023, by and among Rithm Capital Corp., Calder Sub, Inc., Calder Sub I, LP, Calder Sub II, LP, and Calder Sub III, LP, Sculptor Capital Management, Inc., Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP.
 
Joint Press Release, dated as of October 12, 2023.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

RITHM CAPITAL CORP.
(Registrant) 

By:/s/ Nicola Santoro, Jr.
Name: Nicola Santoro, Jr.
Title: Chief Financial Officer and Chief Accounting Officer

Dated: October 12, 2023

Exhibit 2.1

Execution Version

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1, dated as of October 12, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 23, 2023 (the “Merger Agreement”), by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), Sculptor Capital LP, a Delaware limited partnership and Subsidiary of the Company (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors II LP” and, together with Capital LP and Advisors LP, the “Operating Partnerships”), Rithm Capital Corp., a Delaware corporation (“Parent”), Calder Sub, Inc., a Delaware corporation and Subsidiary of Parent (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub III” and collectively with Merger Sub I and Merger Sub II, the “LP Merger Subs” and collectively with Merger Sub Inc, the “Merger Subs”), hereby amends the Merger Agreement as set forth herein.  Each of the Company, Capital LP, Advisors LP, Advisors II LP, Parent, Merger Sub Inc., Merger Sub I, Merger Sub II and Merger Sub III is referred to herein as a “Party” and, collectively, the “Parties.”
 
W I T N E S S E T H:
 
 
WHEREAS, the Parties have determined to amend the Merger Agreement in accordance with Section 9.05 of the Merger Agreement as set forth herein; and
 
 
WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement.
 
 
NOW, THEREFORE, the Parties hereto agree as follows:
 
 
1.          Amendment of Section 1.01 – Definitions.
 
a.
Section 1.01(a) of the Merger Agreement is hereby amended by (i) deleting the defined terms “Company Non-Unitholder Stockholder Approval” and “Required Company Stockholder Approval”, (ii) replacing the dollar amount of “$16,576,819” with the dollar amount of “$20,307,196” in the definition of “Company Termination Fee”, (iii) replacing the dollar amount of “$167,367,690” with the dollar amount of “$173,104,681” in the definition of “LP Merger Consideration”, (iv) replacing the dollar amount of “$5,100,560” with the dollar amount of “$5,415,252” in the definition of “Parent Expenses”.
b.
Section 1.01(b) of the Merger Agreement is hereby amended by removing any defined term that is no longer used in the Merger Agreement as a result of this Amendment.
 
2.          Amendment of Required Company Stockholder Approval. The Merger Agreement is hereby amended by replacing all references to “Required Company Stockholder Approval” with “Company Stockholder Approval” (other than as set forth in Section 1 of this Amendment).
 
 
3.          Amendment of Section 3.01 – Conversion of Company Class A Common Stock. Section 3.01(a) of the Merger Agreement is hereby amended by replacing the dollar amount of “$11.15” with the dollar amount of “$12.00”.
 
 
4.          Removal of Rollover Provisions.  The Merger Agreement is hereby amended by (i) deleting the ninth recital, (ii) amending the definition of “Ancillary Agreements” to remove the words “Rollover Agreement”, (iii) deleting Section 3.02(e) and replacing such subsection with “[Reserved]”, (iv) amending Section 3.02(f) to delete the words “(including the Rollover Interests)” and “and Section 3.02(e)”, (v) amending Section 4.27 to delete the words “, the Rollover Agreement” and “and the Rollover”, (vi) amending Section 5.07(a) to delete the words “, the Rollover Agreement and any other agreements entered into in connection with the Rollover”, (vii) amending Section 5.07(b) to delete the words “, the Rollover Agreement and any other agreements entered into in connection with the Rollover”, (viii) amending Section 6.02(f) to delete the words “, the Rollover Agreement”, (ix) amending Section 6.20 to delete the words “, the Rollover” and “and by the terms of the Rollover Agreement”, and (x) deleting Section 6.23.
 
 
5.          Pursuant to the Company Confidentiality Agreement, the Company hereby waives the standstill restrictions set forth in paragraph 11 of the Company Confidentiality Agreement (the “Standstill”) solely to the extent such restrictions prohibit Parent from acquiring and/or exercising the Company Warrants (and negotiating such acquisition with Delaware Life Insurance Company) (collectively, the “Company Warrants Transaction”). For the avoidance of doubt, this waiver does not otherwise waive or amend the terms of the Standstill. The waiver is in full reservation of all, and without waiver of, any other rights in the Company Confidentiality Agreement. No other provisions of the Company Confidentiality Agreement shall be amended or modified by this waiver, and the remainder of the Company Confidentiality Agreement shall remain in full force and effect in accordance with its terms. Notwithstanding anything in the Merger Agreement or the Ancillary Agreements to the contrary, the Company hereby consents to the Company Warrants Transaction for all purposes under the Merger Agreement and the Ancillary Agreements and hereby waives any breach or purported breach of the Merger Agreement or any Ancillary Agreement resulting from the Company Warrants Transaction (including without limitation for purposes of any representations, warranties, covenants, agreements or the corresponding conditions relating thereto).
 
 
6.          Each Party hereby acknowledges that the provisions of the Merger Agreement which have not been modified or amended by this Amendment shall remain in full force and effect in all respects. Each reference to “hereof,” “herein,” “hereby,” and “this Agreement” in the Merger Agreement will from and after the entry into this Amendment refer to the Merger Agreement as amended by this Amendment. Notwithstanding anything to the contrary in this Amendment, the date of the Merger Agreement, as amended hereby, will in all instances remain as July 23, 2023, and any references in the Merger Agreement to “the date first above written,” “the date of this Agreement,” “the date hereof” and similar references will continue to refer to July 23, 2023.
 
2
 
7.          The provisions of Article IX (Miscellaneous) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.
 
[Signature Page Follows]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.
 
 
 
RITHM CAPITAL CORP.

 
By:
/s/ Nicola Santoro, Jr.
 
 
 
Name: Nicola Santoro, Jr.
 
 
 
Title: Chief Financial Officer
 
 
 
 
CALDER SUB, INC.

  By:
/s/ Nicola Santoro, Jr. 
 
   
Name: Nicola Santoro, Jr.
 
    Title: Chief Financial Officer
 
 
 
CALDER SUB I, LP
 
  By:
/s/ Nicola Santoro, Jr.
 		 
    Name: Nicola Santoro, Jr.
 
    Title: Chief Financial Officer 
 
 
 
 
CALDER SUB II, LP

  By:
/s/ Nicola Santoro, Jr.
 		 
    Name: Nicola Santoro, Jr.
 
    Title: Chief Financial Officer 
 
 
  CALDER SUB III, LP

  By:
/s/ Nicola Santoro, Jr.
 		 
    Name: Nicola Santoro, Jr.
 
    Title: Chief Financial Officer 
 


[Signature Page to Amendment No. 1 to Merger Agreement]
4
 
  SCULPTOR CAPITAL MANAGEMENT, INC.
 
  By:
/s/ Dava Ritchea
 
    Name: Dava Ritchea
 
    Title: Chief Financial Officer
 


  SCULPTOR CAPITAL LP
 
  By:
Sculptor Capital Holding Corporation, its General Partner
 
 
  By:
/s/ Dava Ritchea 
 		 
    Name: Dava Ritchea
 
    Title: Chief Financial Officer
 
 
 
SCULPTOR CAPITAL ADVISORS LP

  By: Sculptor Capital Holding Corporation, its General Partner
 
       
  By:
/s/ Dava Ritchea 
 		 
    Name: Dava Ritchea
 
    Title: Chief Financial Officer
 


 
SCULPTOR CAPITAL ADVISORS II LP

  By:
Sculptor Capital Holding Corporation, its General Partner 
 

  By:
/s/ Dava Ritchea 
 
    Name: Dava Ritchea 
 
    Title: Chief Financial Officer 
 
 

[Signature Page to Amendment No. 1 to Merger Agreement]
 
5
Exhibit 99.1



Rithm Capital Corp. Enters into Amended Definitive Merger Agreement to Acquire Sculptor Capital Management for $12.00 Per Sculptor Class A Share

Special Meeting to be Held on November 16, 2023

Sculptor Files Definitive Proxy Materials with SEC


NEW YORK— October 12, 2023 — Rithm Capital Corp. (NYSE: RITM) (“Rithm”) and Sculptor Capital Management Inc. (NYSE: SCU) (“Sculptor”) today announced that they have amended the terms of their previously announced definitive merger agreement (the “Amended Agreement”), pursuant to which Rithm will acquire Sculptor. Under the Amended Agreement, which has been unanimously approved by the boards of directors of both companies, Sculptor Class A stockholders will receive $12.00 per share, representing an increase of 7.62% over Rithm’s previously agreed price of $11.15 per Class A share announced on July 24, 2023, and an aggregate transaction value of approximately $676 million.

Sculptor’s Board of Directors, acting on the unanimous recommendation of the special committee of independent members of Sculptor’s Board of Directors (the “Special Committee”), unanimously approved and recommended that stockholders vote to adopt the Amended Agreement at Sculptor’s special meeting of stockholders (the “Special Meeting”), which will be held at 9:00am ET on November 16, 2023.  Stockholders of record as of the close of business on October 17, 2023 will be entitled to vote their shares at the Special Meeting. All regulatory approvals necessary to consummate the transaction have been received and the fund investor consent threshold of 85% has currently been met (although this is subject to change at the time of closing).

“Throughout this process, the Special Committee has been solely focused on consummating a transaction that maximizes value and certainty of closing for Sculptor stockholders. We are pleased to have been able to deliver a price increase and believe this transaction is in the best interest of Sculptor’s stockholders,” said Marcy Engel, Chairperson of Sculptor’s Board of Directors.

“We remain thrilled to partner with Sculptor and are confident this combination will deliver long-term value for stockholders and fund investors alike by bringing together two talented teams and platforms to create a superior asset management business,” said Michael Nierenberg, Chairman, Chief Executive Officer, and President of Rithm Capital.  “We are grateful for the support we have received from Sculptor’s clients, whose backing is an important testament to the long-term potential of this combination, and look forward to closing this transformational transaction.”

Subject to stockholder approval at the Special Meeting and the satisfaction of other customary closing conditions, Sculptor anticipates that the transaction will close in the fourth quarter of 2023.

Advisors

Citi acted as the exclusive financial advisor to Rithm and Skadden, Arps, Slate, Meagher & Flom LLP and Debevoise & Plimpton LLP served as legal counsel to Rithm. PJT Partners acted as financial advisor and Latham & Watkins LLP acted as legal counsel to Sculptor’s Special Committee. J.P. Morgan Securities LLC acted as financial advisor and Ropes & Gray LLP acted as legal counsel to Sculptor.


About Rithm Capital

Rithm Capital is an asset manager focused on the real estate and financial services industries. Rithm Capital’s investments in operating entities include leading origination and servicing platforms held through its wholly-owned subsidiaries, Newrez LLC, Caliber Home Loans Inc., and Genesis Capital LLC, as well as investments in affiliated businesses that provide residential and commercial real estate related services. The Company seeks to provide attractive risk-adjusted returns across interest rate environments. Since inception in 2013, Rithm Capital has delivered approximately $4.7 billion in dividends to shareholders. Rithm Capital is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes and is headquartered in New York City.

About Sculptor

Sculptor is a leading global alternative asset manager and a specialist in opportunistic investing. For over 25 years, Sculptor has pursued consistent outperformance by building an operating model and culture which balance the ability to act swiftly on market opportunity with rigorous diligence that minimizes risk. Sculptor’s model is driven by a global team that is predominantly home-grown, long tenured and incentivized to put client outcomes first. With offices in New York, London and Hong Kong, Sculptor invests across credit, real estate and multi-strategy platforms in all major geographies. As of October 1, 2023, Sculptor had approximately $33.6 billion in assets under management.

Additional Information About the Transaction and Where to Find It

This communication relates to a proposed transaction between Rithm Capital Corp. and the Company. In connection with the proposed transaction, the Company filed a revised preliminary proxy statement on Schedule 14A on October 5, 2023 with the SEC. Promptly after filing its definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the SEC, the Company intends to mail or otherwise provide to its stockholders such Proxy Statement. The Company may also file other documents with the SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the Proxy Statement and other documents containing information about the Company and the proposed transaction filed with the SEC (when available) from the SEC’s website at www.sec.gov and the Company’s website at www.sculptor.com. In addition, the proxy statement and other documents filed by the Company with, or furnished to, the SEC (when available) may be obtained from the Company free of charge by directing a request to the Company’s Investor Relations at investorrelations@sculptor.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of the Company in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise are included in the revised preliminary proxy statement and will be included in the Proxy Statement when it is filed with the SEC. You may also find additional information about the Company’s directors and executive officers in the Company’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023. You can obtain a free copy of this document from the Company using the contact information above.


No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transaction will be implemented solely pursuant to the terms and conditions of the merger agreement, which contain the full terms and conditions of the proposed transaction.

Cautionary Note Regarding Forward-Looking Statements

The communication contains statements which may constitute “forward-looking statements”, including, but not limited to, statements regarding the proposed Transaction. All statements, other than statements of current or historical fact, contained in this communication may be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “may,” “should,” “could,” “estimate,” “intend” (or the negative of these terms) and other similar expressions are intended to identify forward-looking statements. These statements represent the Company’s current expectations regarding future events and are subject to a number of assumptions, trends, risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports and other filings filed with the SEC, which are available on the Company’s website (www.sculptor.com).

Factors that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied include, but are not limited to, the following risks relating to the proposed Transaction: the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement; the satisfaction of closing conditions to the transaction on a timely basis or at all, including the ability to obtain stockholder approval; uncertainties as to the timing of the transaction; litigation relating to the transaction; the impact of the transaction on the Company’s business operations (including the threatened or actual loss of employees, clients or suppliers); incurrence of unexpected costs and expenses in connection with the transaction; and financial or other setbacks if the transaction encounters unanticipated problems. Other important factors that could cause actual results to differ materially from those expressed or implied include, but are not limited to, risks related to changes in the financial, equity and debt markets, risks related to political, economic and market conditions and other risks discussed and identified in public filings made by the Company with the SEC.


New risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this communication, and the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Contacts
Sculptor - Shareholder Services
Ellen Conti
Sculptor
212-719-7381
investorrelations@sculptor.com

Sculptor - Media Relations
Jonathan Gasthalter
Gasthalter & Co.
212-257-4170
sculptor@gasthalter.com

Rithm – Investor Relations
212-850-7770
ir@rithmcap.com

Rithm – Media
Jon Keehner / Sarah Salky
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ritm-jf@joelefrank.com